ARTICLE I

PREAMBLE

Meeting the health needs of modern society involves combining knowledge from the social and behavioral sciences with knowledge from the biological and physical sciences in the training of professionals who work in medicine, public health and related fields of health service. The integration of knowledge and its effective translation into professional skills requires a continuing forum in which representatives from different domains of knowledge and professional expertise may learn to communicate and to create cooperative ventures to advance these purposes.

ARTICLE II

PURPOSE

The purposes for which the corporation is formed are as follows:

(a) to promote the application of social and behavioral science knowledge, skills and perspectives in the education and training of physicians, nurses, and other professional persons working in the field of health;

(b) to improve the effectiveness, efficiency, and quality of health care through the application of social and behavioral science knowledge, skills, and perspectives;

(c) to encourage the improvement of educational and training practices in the preparation of physicians, nurses and other health professionals;

(d) to aid in the continuing education of teachers, clinicians, researchers and administrators involved in carrying out the above activities;

(e) to engage in any and all lawful activities incidental to and conducive to the attainment of the foregoing objectives.

ARTICLE III

REGISTERED OFFICE

The organization may have such offices within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time determine.

ARTICLE IV

NAME
The name of the organization shall be Association for the Behavioral Sciences and Medical Education and its acronym shall be ABSAME.

ARTICLE V

Section 1. Members

The membership of the organization shall be multidisciplinary and include physicians, behavioral scientists, and other persons who have a significant interest in this field. A reasonable admixture of behavioral scientists and physicians should be maintained at all times without undue dominance by either group. There shall be four (4) categories of membership:

A. Individuals enrolled at the full membership fee. These members shall have the right to vote, to attend all annual and special meetings at the member rate, to receive the Newsletter and Annals of Behavioral Science and Medical Education, and to purchase publications and other materials from the Association at the member rate.

B. Predoctoral Student/Resident: Students/residents in approved educational/training programs enrolled at the student member fee. These members shall have the right to vote, to attend all annual and special meetings at the student rate, to receive the Newsletter and the Annals of Behavioral Science and Medical Education, and to purchase publications and other materials from the Association at the member rate.

C. Emeritus: Individuals who have been members of the Association for at least 5 years and who have attained the age of 70 years or retired or become ill, whichever is first, enrolled at no cost. These members shall have all the rights and privileges of regular membership. They shall receive the Newsletter and the Annals of Behavioral Science and Medical Education.

D. Institutional: Organizations committed to furthering the same goals as the Association enrolled at the institutional fee. These members shall have the right to name up to 5 individuals as designated members of the Association . Voting privileges shall be vested in the designated members with each individual casting one vote. The registration for the Annual Meeting shall be waived for one designated member; each of the remaining designated members may attend the Annual and special meetings at the member rate or relinquish his/her place to another member of the organization who may attend at the member rate. Each designated member shall receive the Newsletter and the Annals of Behavioral Science and Medical Education and have the option to purchase publications and other materials from the Association at the member rate.

Section 2. Dues

The dues of the Association will be determined by the Board of Directors. Persons will be dropped form membership for no payment of dues after one calendar year from receipt of dues notification.

ARTICLE VI

MEETING OF MEMBERS

Section 1. Annual Meeting

An annual meeting of the members of the Association shall be held for the purpose of the transaction of such business as may properly come before the meeting. Said annual meetings shall be held at a time and place determined by the Board of Directors approximately one year in advance of the meeting; provided however, that the Board of Directors shall have authority to change the time and place of an annual meeting, with notice of any such different time or place to be given in accordance with Section 4 or this Article VI of these Bylaws. An annual meeting so conducted upon such notice shall, if otherwise valid, be deemed a due and valid annual meeting, and no action taken thereat shall be deemed improper solely because of a failure to have set the time and place for such meeting one full year in advance thereof.

Section 2. Special Meetings

Special meetings of the members may be called either by the President or by the Board of Directors. The person or persons authorized to call special meetings of the members may fix any place, either within or without the Commonwealth of Pennsylvania, as the place for holding such special meetings.

Section 3. Place of Meeting

The Board of Directors may from time to time designate any place, either within or without the Commonwealth of Pennsylvania, as the place of meeting for any annual meeting or for any special meeting of members for which the place of meeting has not been designated by the person or persons calling the meeting.

Section 4. Notice of Meetings

Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than fifteen (15) days before the date of such meeting by or at the direction of the President or the Board of Directors. In case of a special meeting or when required by statue or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Association, with postage thereon prepaid. Any member may waive notice of any meeting.

Section 5. Certification of Membership

A membership roll showing the list of members as of the record date, certified by the Secretary of the Association, shall be produced at any meeting of the members upon the request therefor of any member who has given written notice to the Association provided that such request be made at least ten (10) days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote.

ARTICLE VII

BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Association shall be planned, managed and evaluated by its Board of Directors, except for such items of business as are provided in these Bylaws to be determined by the members. The Board of Directors shall have the authority and responsibility to act for the Association between meetings of members of the Association.

Section 2. Number, Tenure and Qualifications

The number of Directors shall be thirteen (13). Behavioral scientists and physicians shall be represented in the membership of the board. The Board of Directors shall consist of the Officers of the Association, three (3) physician members-at-large and three (3) behavioral scientist members-at-large. The Board membership shall also include Council of Academic Societies (CAS) representatives as Ad Hoc committee members. The term of office for a member-at-large shall be three (3) years and shall commence at the close of the next annual meeting after their election.

Section 3. Annual Meeting

An annual meeting of the Board of Directors shall be held at a time and place, either within or without the Commonwealth of Pennsylvania to be fixed by the Board of Directors, as soon as feasible after the annual meeting of members.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President, or of any five (5) of the directors. At least one special meeting, in addition to the annual meeting of the directors, shall be held each year. This meeting may convene at either a specific time and place or a specific conference call time. Upon the petition by at least 25 Active Members, stating the reasons for calling a special meeting of the directors, the Secretary shall call a meeting of the Board of Directors to be convened at a time designated by the President (or upon the failure of the President to designate a time within 50 days after the receipt of such petition by the Association) then at 10:00 a.m., prevailing local time, on the 10th business day following the expiration for said 50-day period, at the principal office of the Association, at which meeting that business shall be limited to matters mentioned in the petition therefor.

Notice of any meeting of the Board of Directors shall be given at least 15 days prior thereto by written notice delivered personally, sent by mail, electronic communication, or telegram to each director at his/her address as shown by the records of the Association.

Section 5. Quorum

A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. A majority of the directors present at any meeting at which a quorum is present shall be competent to determine action for the Board, except upon any issue for which a greater number shall be required by law or by these Bylaws.

Section 6. Vacancies

Any vacancy occurring in the Board of Directors shall be filled by interim appointment by the President with the concurrence of the Executive Committee for the remainder of the term.

Section 7. Compensation

Directors as such shall not receive any stated compensation for their services, but by resolution of the Board may be reimbursed for expenses incurred by them pursuant to the performance of any special assignments on behalf of the Board.

Section 8. Executive Committee

The Executive Committee shall consist of the President, President-Elect, Immediate Past-President, Secretary, and Treasurer. Said Executive Committee shall be subject in all respects to the authority and direction of the Board of Directors; but between the meeting of the Board of Directors the Executive Committee shall have and exercise the power and authority of the Board of Directors in the management of the Association, and shall fulfill all such other responsibilities as may be expressly provided in these Bylaws. The Executive Committee shall meet at the call of the President.

Section 9. Elections

The annual election shall be conducted by the Past-President, using a mail ballot. Ballots shall be mailed to the membership at least 90 days before the Annual Membership Meeting, with a return deadline for receipt of the ballots 30 days before the annual meeting. A double envelope system will be used to check legitimacy of voter against the membership list and to protect the privacy of the choices made by individual members.

The candidate who receives the plurality of the votes for each office shall be elected. In case of a tie vote, the Board of Directors will decide the winner by majority vote. The results of the election shall be announced at the Annual Meeting.

ARTICLE VIII

OFFICERS AND EXECUTIVES

Section 1. Officers

The officers of the Association shall be President, President-Elect, Past-President, Secretary, and Treasurer.

Section 2. Election and Term of Office

The President-Elect shall be elected every two years by the members of the Association. The office of President shall be held alternately by a person whose primary field is medicine and a person whose primary field is behavioral science. The term of the President shall commence at the conclusion of the Annual Meeting of members and shall end two year later at the end of the annual meeting of members. The term of the President-Elect shall commence at the conclusion of the Annual Meeting of members at which he/she was elected, and shall be for two years prior to assuming the Presidency. The Past-President shall maintain a consulting role for two years after leaving office. Vacancies in any office may be filled for the unexpired term thereof by a majority of the directors present at any meeting of the Board of Directors.

Section 3. Duties of Officers

(a) President- The President shall preside at all regular and special meetings of the Association and shall enforce all regulations relating to the administration of the Association. The President shall execute all contracts or other documents for which execution may be required on behalf of the Association unless the Board of Directors shall have expressly authorized some other person to perform such execution. The President shall serve as chairperson of the Executive Committee and Board of Directors. The President shall serve ex officio on all committees with the exception of the Nominations Committee and shall perform all other duties and shall have all other powers as are provided in these Bylaws.

(b) President-Elect- The President-Elect shall assist the President in carrying out the business of the Association. As an officer, the President-Elect shall be a member of the Executive Committee and a member of the Board of Directors. At the conclusion of one term of office, the President-Elect shall accede to the Presidency. In the absence or inability to act of the President, the President-Elect shall have all rights, powers, and duties of the President.

(c) Past-President- The Past-President shall be responsible for assisting the President in carrying out the business of the Association for a term of two years. As an officer, the Past-President shall be a member of the Executive Committee and a member of the Board of Directors. The person who serves in this capacity shall chair the Nominations Committee and shall assume responsibility for special assignments that the Board may wish to assign.

(d) Secretary- The Secretary shall be appointed by the President and confirmed by the Board, with a three-year term and shall be responsible for maintaining records of the association’s meetings, proceedings and resolutions; shall issue notice of all official meetings; shall perform, in general, functions commonly identified with such office. The Secretary shall serve as secretary of the Executive Committee and the Board of Directors.

(e) Treasurer- Will be a member in good standing of ABSAME, appointed by the President and confirmed by the Board, with a three-year term. The Treasurer is a member of the Board and the Executive Committee of the Board.

Duties are performed in conjunction with the Executive Committee and with the assistance of the National Office: duties include:

1) preparing the Annual Budget;
2) receiving and revising the financial statements, audits and tax returns;
3) reporting to the Board of Directors during its regular meetings and to the membership at the Annual Membership Meeting;
4) responding to inquiries from and giving direction to the National Office regarding financial matters; and
5) developing and implementing a strategic financial plan.

Section 4. Editors

Editors- The Editor of the Newsletter shall be responsible for its preparation and distribution. The Editor of the Newsletter shall consult with the Board of Directors on all matters of publication and communication and the development of teaching materials in any media. The Editor of the Newsletter is appointed by the Board for three years, with renewable terms.

The Editor of the Annals of Behavioral Science and Medical Education is responsible for the preparation and distribution of the journal. The Editor of the Annals of Behavioral Science and Medical Education is appointed by the Board for three years, with renewable terms.

Section 5. Bonding of Secretary, Treasurer and Other Officers

If so directed by the Board, the Secretary, Treasurer or any other officer or employee of the Association shall be bonded.

Section 6. Executive Director

The Executive Director shall be appointed by the Board of Directors and shall be responsible for the daily operations of the organization, including management of the administrative operations of ABSAME, oversight of member services, web-site maintenance, financial oversight and reporting, and operations of the Annual Meeting and events. The Executive Director shall oversee fund-raising planning and implementation, including identifying resource requirements, researching funding sources, establishing strategies to approach funding agencies, submitting proposals, and administering fund-raising records and documentation. The Executive Director shall be the primary public spokesperson for ABSAME on those policies and positions previously approved by the Members. The Executive Director shall also perform such other duties as may be assigned by the Board of Directors.

Section 7. CAS Representatives

A person whose primary field is medicine and a person whose primary field is behavioral science shall be elected to the Council of Academic Societies of the Association of American Medical Colleges for three-year renewable terms by the Board of Directors. The terms of each representative shall be held alternatively and shall commence at the close of the Annual Meeting. Each representative shall attend the Council of Academic Society meetings and regularly report to the Board and members of the Association on issues related to the Association.

ARTICLE IX

COMMITTEES

Section 1. Standing Committees

There shall be three (3) Standing Committees of the Association:

(a) Membership Committee

(b) Program Committee

(c) Nominations Committee

Such committees shall have such duties and authorities as are provided in these Bylaws, and such other duties and authorities as may from time to time be delegated to them by the Board of Directors. At the annual meeting of the Directors, the President shall nominate the chairpersons and members of all Standing Committees, who shall serve in such capacities if approved by majority votes of the Directors at such meeting. The terms of the Chairpersons and members of all Standing Committees shall commence at the conclusion of the annual meeting of Directors at which they are elected. Vacancies in chairpersons or additions to memberships of the Standing Committees may be filled by majority vote of the Directors at any meeting of the Directors, and persons selected for such purpose shall serve in such capacities until the conclusion of the next annual meeting of Directors. Each Standing Committee shall report to the members at each annual meeting of members.

Section 2. Duties of Standing Committees

(a) Membership Committee-The purpose of the Committee is to monitor the comparison between actual and potential membership populations of the Association in terms of geographic, organizations, and specialty patterns. The Committee is to make recommendations on recruitment of new members, proper balance among representative groups, retention of members, and other issues of concern in developing and maintaining an appropriate membership in relation to the purposes of the Association. The Committee shall consist of a chairperson and up to seven (7) other members appointed by the President.

(b) Program Committee- The Committee is responsible for exploring and recommending to the Board of Directors the focus, context, format, and setting for meetings, conferences, and institutes sponsored by the Association. The Committee shall also advise the Board of methods of evaluation for these activities. The Committee chairperson, co-chairperson and at least four (4) other members shall be appointed by the President.

(c) Nominations Committee- The Nominations Committee shall meet at least once each year and not less than ninety (90) days prior to the scheduled date of the Annual Meeting of members for the purpose of determining nominations to be placed upon the election ballot. Candidates shall be nominated for each position. Elections will be held annually. The president will be elected every (2) years. Elections will be held for each of the following positions:

(1) President-Elect (2-year term as President)
(2) One Physician Director member-at-large (3-year term)
(3) One Behavioral Scientist Director member-at-large (3-year term)

The Nominations Committee shall consist of four (4) members. The Immediate Past-President shall serve as chairperson of the committee. The other three members are to be appointed by the Board of Directors from among the membership at large. Both behavioral scientists and physicians should be represented on the Committee. Members of the Committee will serve for one-year terms. The term of each member shall commence at the conclusion of the annual meeting of Directors at which he or she is selected, and shall end at the conclusion of the next annual meeting of Directors thereafter. The Committee shall meet at the call of its chairperson.

Section 3. Ad Hoc Committees

The President, with the approval of the Board of Directors shall appoint such other committees, commissions, or task forces, designating the chairperson thereof, as may be desirable from time to time, with such purposes and duties as may be delegated to them by the Board of Directors. Such committees and commissions shall be designated Ad Hoc and shall report to the Board of Directors.

ARTICLE X

CONTRACTS, CHECKS DEPOSITS AND FUNDS

Section 1. Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc.

All checks, drafts, or other order for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officers, agent or agents and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits

All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes of or for any special purpose of the Association.

ARTICLE XI

BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the Association may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XII

LOGO

The Board of Directors shall provide a seal which shall contain the logo of the Association.

ARTICLE XIII

PARLIAMENTARY AUTHORITY

The current edition of Roberts Rules of Order shall be the parliamentary authority for any meeting held pursuant to these Bylaws.

ARTICLE XIV

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by vote of two-thirds of the members present and voting at any annual or special meeting of members, provided that at least 30 days written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

If a petition requesting one or more changes in the Bylaws from at least 10 active members in good standing shall be presented to the Board of Directors at least 90 days prior to an annual meeting, the Board shall cause such request to be added to the agenda for such meeting and shall cause the notice required by these Bylaws to be sent sufficient in form and time to permit action on such requests at such annual meeting. All votes on amendment of Bylaws shall be made in the form of written and secret ballots.

Commonwealth of Pennsylvania
Department of State
Corporation Bureau
Articles of Incorporation – Domestic Nonprofit Corporation

In compliance with the requirements of 15 Pa. S. 7316 the undersigned, desiring to be incorporated as a nonprofit corporation, hereby certify that:

1. The name of the Corporation is:

ASSOCIATION FOR THE BEHAVIORAL SCIENCES AND MEDICAL EDUCATION (ABSAME)

2. The location and post office address of the initial registered office of the corporation
in this Commonwealth is:

Department of Behavioral Sciences
The Milton S. Hershey Medical Center
500 University Drive
Hershey, Pennsylvania 17033

3. The corporation is incorporated under the Nonprofit Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:

a. To promote the application of social and behavioral science knowledge, skills and perspectives in the education and training or physicians, nurses, and other professional persons working in the field of health;

b. To improve the effectiveness, efficiency, and quality of health care through the application of social and behavioral science knowledge, skills, and perspectives;

c. To encourage the improvement of educational and training practices in the preparation of physicians, nurses, and other health professionals;

d. To aid in the continuing educational and training practices in the preparation of physicians, nurses, and other health professionals;

e. To engage in any and all lawful activities incidental to and conducive to the attainment of the foregoing objectives;

f. To engage in and do any lawful act concerning all lawful business for which non-profit corporations may be incorporated.

The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.

7. The term for which the corporation is to exist is: perpetual.

8. The Corporation is organized upon a non-stock basis.

9. The name and post office address of each incorporator is:

EVAN G. PATTISHALL, Jr, MD, PhD
Department of Behavioral Science
The Milton S. Hershey Medical Center
The Pennsylvania State University
Hershey, PA 17033

MERRIJOY J. KELNER, PhD
Department of Behavioral Science
121 St. Joseph Street
University of Toronto
Toronto, Ontario

DONALD A. KENNEDY, PhD
Dept of Family & Community Medicine
The Milton S. Hershey Medical Center
The Pennsylvania State University
Hershey, PA 17033

GERARD J. HUNT, PhD
Department of Psychiatry
University of Maryland
School of Medicine
645 West Redwood Street
Baltimore, MD 21201

DeWITT C. BALDWIN, Jr, MD
School or Medical Sciences
University of Nevada
Reno, NV 89502

IVAN N. MENSH, PhD
Department of Psychiatry
UCLA School of Medicine
760 Westwood Plaza
Los Angeles, CA 90024

KATHLEEN C. MORTON, MD
Department of Pediatrics
The Johns Hopkins Hospital
601 North Broadway
Baltimore, MD 21205

CHARLES C. HUGHES, PhD
University of Utah
College of Medicine
Department of Family & Community
Medicine
50 North Medical Drive
Salt Lake City, UT 84032

GLORIA TUMA
Office of Student Affairs A-234
Life Sciences Building
College of Human Medicine
Michigan State
East Lansing, MI 48824

JOSEPH A. STEWART
Urban Health Affairs
New York University
Medical Center
550 First Avenue
New York, NY 10016

HANS O. MAUKSCH, PhD
B229 TD-3 West
Section of Behavioral Science
University of Missouri
Medical Center
Columbia, MO 65201

JOHN D. STOECKLE, MD
Massachusetts General Hospital
Fruit Street
Boston, MA 02114

SHIRLEY NICKOLS FAHEY, PhD
University of Arizona
College of Medicine
Office of the Curriculum Coordinators
Tucson, AZ 85724

RICHARD W. OLMSTED, MD
American Academy of Pediatrics
P.O. Box 1034
Evanston, IL 60204

JOSEPH STOKES III, MD
Professor and Chairperson
Department of Community Medicine
University of CA San Diego
P.O. Box 109
La Jolla, CA 92037

ROBERT STRAUS, PhD
Department of Behavioral Science
University of Kentucky
College of Medicine
MN 654 Medical Center
Lexington, KY 40506


Filed this Ninth day of December, A.D. 1975, Commonwealth of Pennsylvania, Department of State by C. DeLores Tucker, Secretary.